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governmental entity relating to (a) any contamination of any property, water, air or groundwater <br />due to the use or presence of the Facilities on the Premises, (b) Licensee's violation of any laws, <br />• regulations or other requirements of federal, state or local governmental authorities in connection <br />with the use or presence of the Facilities on the Premises or (c) any violation of Licensee's <br />obligations imposed under this paragraph. Without limitation, this indemnity provision shall <br />extend to any cleanup and investigative costs relating to any contamination of the Premises <br />arising or resulting from, in whole or in part; Licensee's use of the Facilities or any other <br />activities by or on behalf of Licensee occurring on or about the Premises. Licensee further <br />agrees not to dispose of any trash, debris or wastes, including hazardous waste, on the Premises <br />and will not conduct any activities on the Premises which would require a hazardous waste <br />treatment, storage or disposal permit. <br />13. Assignments and Other Transfers. <br />(a) Licensee shall not assign, transfer, sell, mortgage, encumber, sublease or <br />otherwise convey (whether voluntarily, involuntarily or by operation of law) this Agreement or <br />any interest therein, nor license, mortgage, encumber or otherwise grant to any other person or <br />entity (whether voluntarily, involuntarily or by operation of law) any right or privilege in or to <br />the Premises (or any interest therein), in whole or in part, without the prior written consent of <br />Railway, which consent may be withheld by Railway in its sole discretion. Any such assignment <br />or other transfer made without Railway's prior written consent shall be null and void and, at <br />Railway's option, shall constitute an immediate default of this Agreement. Notwithstanding the <br />foregoing, upon prior written notice to Railway, Licensee may assign this Agreement to a parent, <br />• a wholly-owned subsidiary of Licensee or a wholly-owned subsidiary of Licensee's parent <br />without Railway's consent; provided, however, that no such assignment shall relieve Licensee of <br />its obligations under this Agreement. <br />(b) Railway shall have the right to transfer and assign, in whole or in part, all <br />its rights and obligations hereunder and in or to the Premises. From and after the effective date <br />of any such assignment or transfer, Railway shall be released from any further obligations <br />hereunder; and Licensee shall look solely to such successor-in-interest of Railway for the <br />performance of the obligations. of "Railway" hereunder. <br />14. Meaning of "Railway". The word "Railway" as used herein shall include any <br />other company whose property at the aforesaid location may be leased or operated by Railway. <br />Said term also shall include Railway's officers, directors, agents and employees, and any parent <br />company, subsidiary or affiliate of Railway and their respective officers, directors, agents and <br />employees. <br />15. Default; Remedies. <br />(a) The following events shall be deemed to be events of default by Licensee <br />under this Agreement: <br />• <br />5 <br /> <br />